Santiago Subotovsky
Zoom CommunicationsAbout Santiago Subotovsky
Independent director since December 2014; age 47; General Partner at Emergence Capital (since 2010); founder of AXG Tecnonexo (1999). Education: B.S. Economics, Universidad de San Andrés (Argentina); MBA, Harvard Business School; Endeavor Entrepreneur; Kauffman Fellow . Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergence Capital | General Partner | 2010–present | VC governance expertise; compensation oversight experience via fund roles (company cites VC experience) |
| AXG Tecnonexo | Founder | 1999– (not specified) | Product/technology and market development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private companies | Director | Ongoing | Private boards (no public-company boards disclosed) |
| Endeavor | Endeavor Entrepreneur | Ongoing | Entrepreneurship network |
| Kauffman Fellows | Fellow | Ongoing | Venture leadership program |
Board Governance
- Board class: Class III; term expired at 2025 annual meeting; re-nominated to serve through 2028 .
- Committee assignments FY2025:
- Compensation Committee, member; chair: Dan Scheinman; 4 meetings in FY2025 .
- Nominating & Corporate Governance Committee, member and chair; 4 meetings in FY2025 .
- Independence: Board determined Subotovsky is independent under Nasdaq and SEC rules .
- Attendance: Each incumbent director attended at least 75% of the aggregate of Board and applicable committee meetings in FY2025 .
- Historical committee leadership: Previously chaired the Nominating & Corporate Governance Committee; committee member on Compensation across prior years .
Fixed Compensation
| Component | Policy Amount (FY2025) | Subotovsky FY2025 Cash Earned | Notes |
|---|---|---|---|
| Annual Board retainer | $45,000 | $45,000 | Applies to all non-employee directors |
| Compensation Committee member retainer | $10,000 | $10,000 | Member, not chair |
| Nominating & Corporate Governance Committee chair retainer | $10,000 | $10,000 | Chair in lieu of $5,000 member fee |
| Total cash fees | — | $65,000 | Sum aligns with policy: 45k + 10k + 10k |
Performance Compensation
| Equity Award | Grant Date | Grant Value (ASC 718) | RSUs Outstanding (1/31/2025) | Vesting Terms | Change-in-Control/Other Acceleration |
|---|---|---|---|---|---|
| Annual RSU grant | June 18, 2024 (2024 annual meeting) [4: Document 4] | $252,676 | 4,361 | Annual RSUs generally vest by the day immediately preceding the next annual meeting (or one-year anniversary), subject to continuous service | All director RSUs accelerate and vest in full upon death/disability or change in control |
No director-specific performance metrics are tied to equity awards; director RSUs are time-based (company’s performance-vesting RSUs apply to NEOs, not directors) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Public companies | None disclosed | — | Biography references only private-company boards |
| Compensation Committee interlocks | — | — | Company reports no interlocks or insider participation on Compensation Committee in FY2025 . Historical proxies likewise report no interlocks . |
Expertise & Qualifications
- Venture capital and market knowledge; service as director of multiple private companies .
- Founder/operator background in e-learning; technology industry exposure .
- Formal training: Economics (Universidad de San Andrés), MBA (Harvard); Endeavor and Kauffman Fellows credentials .
Equity Ownership
| Holder/Capacity | Class A Shares | Class B Shares | % Total Voting Power | Notes |
|---|---|---|---|---|
| Santiago Subotovsky (beneficial owner table) | 169,452 | 5,080,311 | 7.4% | Class B carries 10 votes/share; convertible 1:1 into Class A |
| Breakdown (footnote details) | 162,774 (direct) | 5,080,311 held by Emergence Capital Partners III, L.P.; 6,678 Class A held by Emergence Equity Partners III, L.P. | — | Subotovsky is a member of EEP (general partner of ECP III) and shares voting/investment control over Emergence Entities |
| RSUs outstanding (director) | 4,361 | — | — | Unvested director RSUs as of 1/31/2025 |
| Hedging/Pledging | — | — | — | Company policy prohibits hedging, short selling, margin, and pledging; directors/executives may trade only via 10b5-1 plans |
Insider Trades (recent, for alignment and signals)
| Date (filing) | Action | Shares | Price/Range | Plan | Post-Trade Holdings |
|---|---|---|---|---|---|
| Oct 6, 2025 (filed Oct 8, 2025) | Sale | 2,475 | Weighted avg $80.7381 (2,217 sh; $80.05–$81.045) and $81.134 (258 sh; $81.05–$81.48) | Rule 10b5-1 plan adopted Dec 19, 2024 | Approx. 152,644–152,902 direct/indirect Class A; 2,388 indirect via Subotovsky Mann Family Trust (SMFT), incl. pro-rata trust receipt of 918 sh on July 9, 2025 |
| Nov 4, 2025 (filed Nov 6, 2025) | Sale | 2,475 | $83.7965 (1,497 sh); $84.6099 (882 sh); $85.3381 (96 sh) | Rule 10b5-1 plan adopted Dec 19, 2024 | 150,169 direct; 2,388 indirect via SMFT |
Fixed Compensation (Director Compensation Table – FY2025)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $65,000 |
| Stock Awards ($) | $252,676 |
| Total ($) | $317,676 |
| RSUs Outstanding (as of 1/31/2025) | 4,361 |
Compensation Structure Notes (directors)
- Annual Board and committee retainers set per policy; chair retainers replace member retainers for that committee .
- Director equity awards are annual RSUs using a $275,000 “Target RSU” value, converted via 60-trading-day trailing average price; grant-date ASC 718 values may differ from target .
- Director RSUs vest time-based and accelerate upon death/disability or change-in-control .
- Independent compensation advisor (Aon) supports policy reviews; no hedging/pledging; clawback policies adopted for executives (signals stronger governance, though clawback not applicable to directors) .
Say-on-Pay & Shareholder Feedback (context)
- Prior advisory say-on-pay support approximately 81.7% (FY2024 vote reported in 2025 proxy), with Compensation Committee engaging investors and introducing performance-vesting RSUs for NEOs; continued evolution and dilution concerns addressed with more cash-based incentives in FY2026 .
Potential Conflicts & Related Parties
- Emergence Capital affiliated entities hold significant Class B shares; Subotovsky is a member of the general partner EEP and shares voting and investment control over Emergence holdings .
- Company related-party policy excludes transactions where a related person’s participation is solely due to their position as a director of an entity participating in the transaction; Audit Committee reviews related person transactions >$120,000 .
- Investors’ Rights Agreement includes entities affiliated with Emergence Capital (registration rights), alongside other holders .
Governance Assessment
- Strengths:
- Independent status; long tenure since 2014; consistent committee engagement and chair role on Nominating & Corporate Governance; at least 75% attendance; active committee meeting cadence (4 each for Compensation and Nominating & Governance in FY2025) .
- Clear director pay structure; equity alignment via RSUs; prohibition on hedging/pledging; use of 10b5-1 plans for trading .
- Yellow flags to monitor:
- Concentrated voting power via Emergence Class B holdings with shared control by Subotovsky; potential perceived conflicts in transactions involving Emergence portfolio companies; mitigated by formal related-party policies and committee independence .
- Director equity is time-based (not performance-linked), with full acceleration on change-in-control; standard but reduces performance contingency for director pay .
- Regular programmed sales under 10b5-1 plans; while compliant, consistent selling may be viewed unfavorably by some investors; monitor cadence and disclosures .
Notes
- Annual meeting logistics and committee compositions are detailed thoroughly; the Board reduced size from ten to nine in 2025 and did not re-nominate one director (Napolitano), while re-nominating Subotovsky through 2028 .
- Audit Committee reviews related person transactions; Compensation Committee reports and risk assessments emphasize independent oversight and no tax gross-ups, hedging/pledging prohibitions, and clawbacks for executives .